Elliott wants Riverbed’s board to open up the company’s
books to potential bidders and to maximize the stock price, the
New York-based activist shareholder said in a statement today.
Elliott owns about 10.5 percent of San Francisco-based Riverbed
and the two have been embroiled in a tug-of-war over the past
few months about whether the networking-gear provider should be
sold. Elliott has offered $21 a share for the company, which
Riverbed turned down last month.

Bloomberg News reported earlier this month that buyout
firms including Silver Lake Management LLC, Thoma Bravo LLC and
KKR & Co. have also informally expressed interest in Riverbed
with offers approaching $25 a share, people with knowledge of
the process have said.

Riverbed Chief Executive Officer Jerry Kennelly told
Bloomberg News on March 4 that the company had received no
“credible” offers. He said he would continue to focus on
executing the company’s strategy to expand into new markets.

Elliott filed the report from Moelis with the U.S.
Securities and Exchange Commission. Elliott’s offer represents a
22 percent premium over the average price target of Wall Street
analysts, Moelis said in a 13-page presentation included in the
filing.

‘False Reality’

“By publicly denying the buyer interest that has been
expressed to the company and by comparing the value of Elliott’s
bid to a false reality, Riverbed’s management and board have
crossed a line from failing shareholders to actively misleading
them as well,” Jesse Cohn, a portfolio manager at Elliott, said
in the statement.

Shawn Dainas, a spokesman for Riverbed, declined to
comment.

Riverbed’s shares, which closed at $15.11 the day before
Elliott disclosed its stake on Nov. 8 and pushed for strategic
changes, have since climbed 33 percent. The stock fell less than
1 percent to $20.06 at the close in New York today.

Charles Elson, director of the John L. Weinberg Center for
Corporate Governance at the University of Delaware, said
Kennelly has no obligation to open Riverbed’s books to bidders.

“The only question is whether the board has decided to
sell the company,” Elson said. “Anyone can make any offer they
want based on publicly available information, but until the
board has said it’s up for sale and is running a process, it’s
not for sale.”